The Amazing Spider-Peg
by DaRoyalRedemption
Summary: While on a museum field trip with her young daughter Pistol, single mother Peg Pete is bitten by a radioactive arachnid, giving her superhuman abilities and a curvier body. But when a notorious crime lord from another city moves his reign to Spoonerville, Peg dons a tight costume and fights off the boss's forces in this mischievous saga.
1. Prologue

The Amazing Spider-Peg by DaRoyalRedemption

Hello everyone, it's me Royalman2010 from deviantART! I'm making my first crossover fanfic featuring Peg Pete from Goof Troop gaining the powers of the Marvel Universe's Spider-Man. I got the inspiration from two requests I asked from two fellow artists on devinantART, notably TheEdMinistrator765 (the person who created the cover image above) and Jojocoso. I love these two requests so much, I decided to make my own story based off the two. This is my very first story so please, go easy on me! I want you guys to know a few things:

- Since this my first story on the site, I don't know how many chapters I'll make for the story. Possibly up to six, depending on how long my story goes on.

- The story's going to be M for nudity, comic book violence and mild language. Peg is to be naked at times because of her transformed body later in the story, so be warned...

- Peg is divorced in this story, living with her young daughter Pistol in a quaint apartment in downtown Spoonerville, so she'll be going all cougar on some younger men and Pete and PJ won't be featured in this story. It will be explained in chapter 1 soon enough.

- Roxanne from A Goofy Movie will appear as a babysitter for Pistol in here so yay! :D

- This is my first time writing a story online, so please go easy on me on reviews...

Disclaimer: I do not own Peg Pete, the Goof Troop cast, or Spider-Man they are owned by The Walt Disney Company and Marvel Comics.

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><p><strong><span>Summary<span>**: While on a museum field trip with her young daughter Pistol, Peg Pete is bitten by a radioactive arachnid, giving her superhuman abilities and a curvier body. When a notorious crime lord from another city moves his reign to Spoonerville, Peg dons a tight costume and fights off the boss's forces in this mischievous saga.

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><p>Well, that's all I gotta say for now. So sit back, relax and enjoy the adventures of your favorite MILF turned wallcrawler! This is the Amazing Spider-Peg!<p>

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><p>Prologue: Beware the Spider!<p>

It is morningtime in downtown Spoonerville as the city woke up like a car's engine, up and ready to go. The busy citizens walked to their jobs, the buses and taxis helped the businessmen and women moved quickly through the metropolis and the police watched the streets for any wrongdoings they can stop at moment's notice. Little did they know that there was SOMEONE ELSE who could help incase they miss any ruckus...

Unknowingly, a red and blue-clad woman swung high above the streets and a rapid thwipping sound could be heard if a person was close enough as she shot a sticky thread out of her hand. Suddenly, the buxom figure landed on all fours on a nearby glass building wall with ease as of tiny suction cups. The said figure sensed a tingling sensation from her cranium as she spotted a shady-looking figure on the sidewalk down below. He had orange-brown skin, messy yellow hair and a ungroomed goatee. He was looking around him for any problems while carrying a strange black gymbag. He walked into a barren looking alley while other people around ignored him. With a suspicious frown, she flicked her wrist, shooting out the gooey white substance from a tiny hole onto the alley wall below, and zipped into the alley.

In the alley, the blonde junkie confronted two hooded thugs smoking cigarettes. The two stood in front of the junkie, stomping out the butts of their cigs. The masked figure swooped in from above, clinging back first to the wall above with her lensed white eyes glowing in the darkness.

"You got the stuff, bro?" the first hooded thug asked.

"Yeah, over two kilograms worth." The junkie replied as he put down and opened the bag. It was full of packaged bags of a strange gray powder. He gave one to the second hooded thug for him to inspect...

"Mmm...yeah it's all right. Don Magano is going to love these." The thug said blandly. "Come on, let's get these to the boss and fast before we get ratted out..."

"I don't think you'll be very much lucky as of now, boys..." A feminine voice spoke out sternly. Slowly from above their heads, a masked curvy older woman crawled belly down on the brick wall with a playful smirk on her face. "You chumps must know something about this Don's hideouts, so why don't you tell me now quickly and we'll all walk away unscathed?"

The first hooded thug scowled at the masked woman. "Yeah, like well ever tell you, bug bitch!" The thug pulled out a pistol and fired a shot at her...a fatal mistake on his account.

The woman quickly leaped off the wall as the shot hit it, and landed behind the trio. She then turned around spun two web strands at the gun-wielding thug from her wrists, one at his pistol and one at his face. With a grin, she yanked the gun away from his mitts. "Pointing a gun and insulting a woman at the same time? Looks like you need better manners, kid." Without haste, she leaped at him and kicked him to the wall, rendering him unconscious. With inhuman speed, she swiftly roundhouse kicked the second hood near her to the head, smiling as he too fell unconscious.

The woman grinned playfully as she quickly turned towards to the unarmed junkie. "Oh don't worry buddy, I haven't forgotten about you yet." Without thought, the frightened junkie turned ran swiftly to the alley opening. The woman bent to her knees, and like a springboard, sprung toward the thug. She landed on his head with her thighs turned towards his front and gave him a instant hurricanrana. The red-haired woman stood up victoriously over her foes with a gleeful smirk. But her expression quickly turned into dumb-foundedness as she forgot to ask for info during her beatdown. "Shoot, I was too focused on busting their faces I didn't ask for information!" She said facepalming her forehead.

When she saw the second hooded thug came back into consciousness a few seconds later, she swiftly leaped over to him and pinned him to the ground. The thug tried to escape from her grasp, but her big, plump bottom to his pelvis was like an iron ton. The woman leaned over, her white lensed eyes staring towards his light greens. The woman then spoke in a angry motherly tone...

"Listen here scumbag, I want to know, and I want to know now! Where is your boss' drug stop in this district?" She asked menacingly.

"Alright, Alright!" He shouted in a panic, waving his hands hastily. "Its in a small abandoned church a few blocks from here on Brookhaven Street. Can't miss it! Please, that's all I know!"

She smiled at this info and replied, "Thanks.", before jabbing him in the cheek unconscious. She then turned towards the first thug and the junkie on the ground and pointed her wrists at each as she pulled them towards her, picked them up, and placed them both into a single cacoon. With that done, she spun a giant web in the alley's opening and threw upwards onto it. She picked up the second hood, placed him on the brick wall and webbed him up from his feet all the way to his head.

"Who are you, lady?" The tied up thug slowly asked before fading away into unconsciousness.

The masked woman smirked and whispered into his ear, "I'm your friendly neighborhood Spider-Mom, so tell your friends in jail if they ever cause some trouble in my city, they'll have to deal with me..." With that, she turned around to quickly run, shoot a webline to a nearby building and zipped away into the sunrise.

Her true identity is Peg Pete, a local real estate agent and divorced mother of one, and this is her story of how she turned from one of the city's most successful real estate agent, to the wallcrawling protector of Spoonerville...

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><p>I know I went a little too deep on detail, but I wanted you guys to see what you're gonna expect in this story. So, I'm starting up on Chapter 1 as we speak so sit back and wait for an update...<p>

Later! ;)


	2. Chapter 1: The Bite

Chapter 1: The Bite

It was Monday morningtime in Spoonerville as 42-year-old Peg Pete slept in her small bedroom. Clad in a yellow-laced bra and panties, her big buttom stuck up into the air, her face laid smushed to side on her pillows and lower lip dripped with a drop of drool as she woke up to the beeping of a digital alarm at 7:30 a.m. The woman groaned in agony as she tumbled around in the bed for a moment, placing her pillow on her head to quote the sound. Clicking the buzzer after eighteen beeps, the agitated redhead slowly rose up and stretched in her motherly underwear. Casually looking at the drawer mirror next to her, she grabbed the bottom of her belly and pull on it. It was a bit flabby, which is understandable since she's been working at the desk at her real estate office constantly for a few months. She sighed shamefully, knowing she would need more exercise if she wanted to look good.

After getting up to put her fuzzy blue slippers and thigh-length pink bathrobe on, she walked towards the bedroom window as she saw the morning sun slowly rise above the city. She looked at the skyline with a sigh of comfort, knowing today would probably be a good day for her and her sweet daughter, Pistol. With that, she turned away to the door and went ahead into the bathroom to freshen up.

She and Pistol lived in a small apartment complex a half-mile near the city's business district where Peg worked. It was quaint with two big bedrooms, a nice bathroom, a small kitchen and a large living room. It would be a nice place to live in until she could find a place for her and Pistol after Pete kicked her out. Pete, the bastard... It had been two years since Pete cheated on her for a richer more successful businesswoman for a period of months. She found out after finding love messages on the home phone and kiss stains on his clothes. It devastated her extremely, forcing her to divorce the man and take Pistol with her, while he took PJ in turn. It was a good move, since Pete was a bit unreliable as of late. He has been too lazy and too rude to be with at times, and he was constantly lying than he normally would. The divorce was probably the wisest decision in her life and she was proud. With that in mind, she decided to spend more time with Pistol at home and give her the most support she could. And as a single woman, now had the chance to meet and flirt with some cute boy friends in the progress.

Smiling at the thought, she went into the bathroom to undress and wash up. Undressing, she looked at mirror to look over her body. Peg was a vanilla brown-skinned redhead with a V-shaped haircut that spanned across each side of her head. Her eyes were an chocolate brown and her lips, while not wearing lipstick was a decent shade of pink. She had a buxom, yet curvy figure that was complete with thick thighs, a round apple of an butt, a thick abdomen, and ample, plump C-cup breasts. She was suggested by her college friends years ago to be a model for clothing, but she felt that would be a bit boring. Peg entered the shower and began washing up. It took a few minutes to wash her body entirely as she grabbed for the towel and headed to change. She went in her and took her clothes for the day: a loose pink sweater, light grayish-white skintight pants, crimson pumps, and gold hoop earrings.

With all that finished, she then walked out to her car and drove towards the outskirts of the city. She was supposed to accompany her daughter to the local science museum to see this new insect exhibit for a field trip. As much as she hated the things, she had to deal with it and go otherwise she would be letting Pistol. When she got to the museum's parking lot, she saw her young daughter exiting out of the school bus. She had gotten a little taller since she was younger, trading her old pigtails for a single ponytail and wearing clothing reminiscent of pop teens of today. She talked to one of her schoolmates as she saw her mother walked her way, happily waving hello.

"Hey, Mom! I knew you'd make it." Pistol said with a joy-filled smile on her face. "You're not busy with work today? You normally are."

"Nah," Peg said waving a hand in reply. "I've been working myself to dust for a whole 4 months. The boss gave me layoff for a month or two, so I get to spend that time with you!" She gave Pistol a tight squeeze of a hug before Pistol tried to release.

"Well, that's great and all Mom, but can we go ahead into the building now? Everyone's already going in and I really want to check out the cool new bugs and stuff."

"Of course, sweetie." Peg replied with a nod, as they walked towards the main building stairs. Peg looked up at the beautiful domed building in awe, when all of a sudden she bumped into something big, causing her purse to fall and spill onto the ground. The woman groaned at the sight and bent down to pick up the mess. All of a sudden, a pair of male hands grabbed her coin purse and lifted it to her. Peg looked up and saw a short, young man handing it to her. He had a slim, jaw, a firm chest, black ponytailed hair and light brown skin. He wore a gray jacket and t-shirt, blue jeans, and a pair of clear square glasses.

"Oh, I'm sorry, miss. Are you okay?" The young man asked gently as he put the purse in her bag. Peg blushed at the cute boy lightly, as she snapped back into reality after a few seconds.

"Yeah, I'm fine thank you." She replied, putting the bag back on her shoulder.

"Thanks for helping me clean up my mess, I appreciate it. What's your name, kiddo?" She asked, fingers to her chin.

"Oh! Beck, Beck Watterson. I work for the school's gym program on weekdays." He stated. "Who are you, one of the students' parents?." He asked shyly with a warm tone, sorta like an old friend of Peg's.

"Yep, my name is Peg, I'm Pistol Pete's daughter, over there." She pointed to the girl, talking with her one of her friends.

"Oh yeah, I know her. She's a very fast runner on tracks and field, you know." He said with a smile. "A bit energetic if you ask me, but she means well. So how are you today?"

"Oh, I'm well. I'm here to accompany my sweetheart for the field trip today. Sorry about bumping into you." She said with a concerned look.

"No, no, it's okay." He replied. "You were looking at the building, I understand. I should head back to the teachers right now before we head in". Nice meeting you, Ms. Pete!" He said, walking away waving goodbye.

"...You too." Peg said with a small red blush to her cheek. Peg looked at the young man in amusement as he moved towards the crowd when her daughter Pistol came up beside her.

"Mom...Mom...hey MOM!" Pistol yelled, shaking her mother's shoulder also. "Are you alright, you've been standing there for a bit now."

Peg quickly blinked and looked at her daughter with a embarrassed look. "Pistol, do you know that man right there?" Peg asked, pointing at Beck.

"Yeah, that's Beck!" Pistol replied with a smile. "He's the coach's assistant in our gym class. He's really good at kickball, can run real fast in track, and is a very good artist." "Why, did you talk to him...Am I in trouble for something?" Pistol asked with a worried look in her eyes

"No, no sweetheart, you're fine!" Peg said with an assuring smile, which turned into a suspicious frown."You AREN'T causing any troubles are ya?

"No, no, I haven't done anything wrong, really!" Pistol said nervously, shaking her head and hands in denial..

Peg rolled her eyes and chuckled at her gestures. "Alright, let's go inside the building then." And with that they head inside into the museum entrance. Inside, it was amazing all around it. Ancient fossils from lands before time, replicas of animals from many habitats, and beautiful murals all around. After walking around the place, they entered the new insect exhibit in the main hallway. There were bugs of all kinds in each containers, ranging from beetles to mantises. There was also special insects in there were being sent to research facilities when they're done being displayed. The class, teachers and parents were astounded, along with Peg and Pistol as they entered last.

"Huh, these bugs aren't pretty bad when they're in boxes. Especially the spiders..." Peg said casually, finger to her lips. "Maybe it wasn't a bad idea to come."

"See, I told they weren't so bad, Mom." Pistol exclaimed with a grin. Her eyes shifted from her mother to a small box containing a group of small spiders. "Hey Mom, look at this, come on!" The young girl tugged at her mother's arm and pulled her towards the container.

"Okay, okay, geez, calm down, sweetie!" Peg said pulling her sweater's sleeve back down. "Let's see here..Hmm..."

Peg read the following description on the box's information plaque: "**The Arachna Supremus, a subspecies found in the deep Amazon rainforests of Brazil, these four spiders contain special genes which gives them special abilities: enhanced speed, ability and reflexes, completely adhesive webbing compounds, and a rare "danger sense" which allows them to be warned of incoming predators or weather changes. The spiders were tested alongside other species for radiation resistance, and we're the only survivors of the experiments. The spiders are planned to be shipped off to the company MacCorp for studying when the exhibit ends.**

"Huh, this is interesting stuff...I'm impressed." Peg said, nodding in acceptance. "Hey Pistol, are you looking at this? ...Pistol?"

Pistol was talking with her friends over by another animal's box as Peg looked over, shaking her head and chucking. "Heh, kids..." She looked back into the box, checking out each spider. They each had bizarre, yet colorful patterns and we're the size of a adult fingernail. They had a big abdomen and slim legs, yet they crawl around just fine. They looked simply harmless to the giant mother, but she was going to learn the truth the hard way. As Peg looked around the box, she noticed that the fourth spider was nowhere to be seen. It was probably hiding around in the leaves or something, but it was bugging her a bit.

"Heh, I wonder where it was...?" She pondered, as she walked the way from the box towards her daughter. "Oh well. Hey, Pistol! Want to go the souvenir shop before leaving?"

...

Meanwhile, the fourth spider was not in its' container, but crawling up one of the pillars of the hall. It reached the ceiling in a couple of seconds flat as stuck there, looking around down below. The arachnid examined the larger beings below it, searching for someone to clench its' fangs into. It was slowly dying from radiation tests before, so it needed to bite something to pass the energy into before balling up and fading away. The bug searched swiftly until it saw Peg Pete walking right underneath it. With a target in its' sights, the spider quickly shot a web from the spinnerette and and rappeled foward towards her. As soon as it neared her neck and searched for a safe spot, it found an opening in the mother's sweater collar exposing a bit of her breasts. With that in mind, the spider dropped onto the mother's shoulder and crawled into her sweater, resting onto her right breast cup until the right time.

...

After the exhbit was done, Peg was standing near the souvenir shop where Pistol was when she felt a strange itching in her sweater. Thinking her bra was just rubbing on her breasts, she gave a quick scratch to her right breast. But this only made the scratching worse as she went into her sweater and dug in her right cup. While she fumbled through it, she felt a tight pinch to her skin as she bit her lip and yelped in pain. This caused some bystanders to look at her in concern while she rubbed her aching right breast. Smiling in embarrassment, she quickly walked into the nearby women's restroom to check out the cause. Stopping by the mirror, she slipped off her sweater and unhooked her bra, only to reveal a small bug bite just a few inches from her right nipple. Not only that but Peg saw something else drop from her bra also; quickly picking it up she discovered it was the dead fourth super-spider that escaped from the container, leaving a shocked and horrified look on the mother's face.

"What on **Eart**-!?" Before she could finish, she felt a sudden jolt in her head, making her lean against the counter in response. The mother grew fearful as she felt sick to the stomach and felt her chest getting heavy, like she was getting a serious fever or worse! She looked up at the mirror, only to see her eyes grow beady and her breathing growing raspy. She tried calling for help, but she felt her throat getting dry by the second. Putting her clothes back on, she walked staggered towards the door hoping to come out okay. She walked out, only to come face to face with young Beck as he came out of the men's restroom also.

"Oh hey, Ms. P...Ms. Pete, are you okay?" Beck asked with a worried look on his face. He placed his hand on her forehead, he felt it getting warm. "You seem a little ill. Do you need a doctor?"

"No...no...it's okay, I'll be fine, honest. I just need...some rest..." Peg said slowly, with a assuring smile. But the smile was just a decoy for what true pain she was experiencing. "Pistol, Pistol, grab your stuff, we're...leaving..." Peg called to her daughter as she walked towards her child and her friends.

Beck looked at Peg with concern as she walked away slumping a bit. "Something's wrong with her, but what?" He pondered as he walked away also.

...

As Peg and Pistol drove back straight to downtown Spoonerville in their car, the mother only began to feel worse. Her vision was beginning to be a bit blurry and fuzzy as she drove, causing her to swerve a little. She began to pant hastily with her tounge hanging out and beads of sweat rolling on her forehead, even with a mild breeze in the weather today. In the back, Pistol looked at her mother worried as she drove qon the roadway.

"Hey Mom, are you sure you're alright? You're not staying straight on the street." Pistol asked, gripping the seat. "You want to go to the hospital if you're ill?"

"No, no, sweetie...probably just a...cold..." Peg said slowly before each of her pants. "I can make it to the house...don't worry...so much...okay?

Pistol casually looked away from her weary mother, doubtful of her condition as they drove along the streets.

...

A half-hour later, Peg and Pistol entered their apartment room. The two set their stuff down as Peg slowly walked towards her room in the hallway. The woman leaned back and forth in a penguin-like motion as she entered the door. To avoid Pistol from coming in, she locked the door behind her. Pistol came towards her mother's door as she knocked on it before trying on to open it, but it wouldn't budge. Peg moaned slowly as she leaned back on the door as Pistol tried to open it.

"Mom, are you going to be okay?" Pistol asked. "I can go down to the pharmacy and get you some medicine or, I could make some noodle soup if you want?

Peg sweated more than she thought as she turned around. "No, dear...Mommy's...Mommy's got to take a nap right now.", she said wiping her head of sweat. "Why don't you fix yourself something to eat in the meantime? "I'll be up later...I love you..."

"Oh...Okay...love you..." Pistol said softly as she walked away into the kitchen, her footsteps fading away. She looked back one last time before letting her mother be.

Peg was relieved at this and walked towards her bed. When in front of it, she then slowly slipped off her sweater, unhooked her earrings, and took off her pants and shoes, leaving her in her pink underwear. The woman's vision became blurry and knees wobbly as she watched the room spin around her, colors glistening everywhere as her legs gave out, making her plop head first on the bed. The woman could see nothing but darkness as she faded into deep sleep. Later at midnight, Peg's conditions from earlier grew worse by the minute, as she fumbled under her covers and tossed and turned across the bed, her half-naked body sweating rapidly in the process. Her body felt like it was on fire as she clutched her bed's side and bit her lip in angst. Then, the pain suddenly subsided as her body laid still, leaving her out cold.

...

The next morning's sun came glistening over the city as Peg laid back-first on her bed snoozing. Her lip ran with drool as usual as she snored smoothly., until the alarm clock had turned on the alarm. The clock's beeping was ringing in her ears as she covered her face with the pillow, but it seemed to make the noise louder. Aggravated, the woman unknowingly turned to the clock and like a hammer, smacked it down flat with her left fist, leaving it in pieces. A few minutes later, Peg woke up from her rest and stretched her arms out wide while yawning. Though she still felt a bit groggy from last night, the woman felt good, real good, like the fever from that bite last night never even happened! She felt warmer and more cozy than before inside, like there was a fireplace inside her. Noticing she was still in her underwear, she went to put on her pink bathrobe. It was beginning to feel a bit tight, she didn't care about it. Walking to the bathroom, the woman turn on the faucet of her sink and began brushing her teeth. Her eyes were closed were closed due to her being a bit groggy from before, but Peg still managed.

"Well surprisingly, I don't feel sick today, I guess the fever was just a little cold as all." Peg thought as she continued brushing. "My body feels like it got rid of the chill, so that's a plus." "Hmm, I sure hope Pistol and Beck didn't take my fever the wrong way, I mean I know they mean well, but like me, Pistol always blows things out of...**proportion**?" Peg opened her eyes and looked down on her breasts as she was about to spit into the sink. They looked larger than usual, heavier too. Fearful of this, she slipped off her bathrobe and stood back.

"Oh...oh, my."

Her morning eyes widen in surprise at the goddess she saw in the mirror. Her body changed its' shape from last night in whole. Her shape went from short and buxom from to muscular and curvy in hours. The woman's body now had a bigger, rounder butt, a slim, firmer stomach, wider hips and to top it all off, larger, rounder breasts. They were once C-cups and now were G-cups in general. She even felt a few inches taller too in height. The mother was awe as she did a few sexy poses in the mirror and bounced up and down, jiggling her chest in glee.

Peg was generally happy, yet a bit confused. What caused it, was it something different she ate, took a bad cold pill... or was it the spider? Peg slipped off the right cup of bra, revealing the spider bite from yesterday. It had faded a bit, but the marks were still there. The spider must have had something inside it that changed her figure entirely. She didn't know how but she really didn't want to figure it out, She was too happy to care. Slipping the cup back on, she leaned on the sink counter and stared into the mirror.

"Looks like some things are beginning to change around here..." With a pleased smile, she gave herself a quick wink and walked out to her bedroom. But little did she know, that in the next few months, things **WERE **going to change around her, for better...or for worse...

**CHAPTER 2 IS UNDERWAY AS WE SPEAK... STAY TUNED!**


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